Transfer of Facility Clause Samples
The Transfer of Facility clause governs the conditions and procedures under which ownership or operational control of a facility may be transferred from one party to another. Typically, this clause outlines the requirements for notification, necessary approvals, and any obligations that must be fulfilled before the transfer can occur, such as compliance with regulatory standards or settlement of outstanding liabilities. Its core practical function is to ensure a smooth and legally compliant transition of facility control, minimizing disruptions and clarifying responsibilities during the transfer process.
Transfer of Facility. In the event that the Facility is transferred from the Agency to the Company (the lease/leaseback agreements are terminated), and the Company is ineligible for a continued tax exemption under some other tax incentive program, or the exemption results in a payment to the Affected Tax Jurisdictions in excess of the payment described in Section I herein, or this Tax Agreement terminates and the property is not timely transferred back to the Company, the Company agrees to pay no later than the next tax lien date (plus any applicable grace period), to each of the Affected Tax Jurisdictions, an amount equal to the taxes and assessments which would have been levied on the Facility if the Facility had been classified as fully taxable as of the date of transfer or loss of eligibility of all or a portion of the exemption described herein or date of termination.
Transfer of Facility. 3.1 In the event this Agreement terminates and the property is not timely transferred back to the Company, the Company agrees to pay no later than the next tax lien date (plus any applicable grace period), to each of the Affected Tax Jurisdictions, an amount equal to the taxes and assessments which would have been levied on the Facility if the Facility had been classified as fully taxable as of the date of transfer or loss of eligibility of all or a portion of the exemption described herein or date of termination.
Transfer of Facility. In the event that the Facility is transferred from the Agency to the Company, and the Company is ineligible for a continued tax exemption under some other tax incentive program, or the exemption results in a payment to the Affected Tax Jurisdictions in excess of the payment described in Section 1 herein, or this Agreement terminates and the property is not timely transferred back to the Company, the Company agrees to pay no later than the next tax lien date (plus any applicable grace period), to each of the Affected Tax Jurisdictions, an amount equal to the taxes and assessments which would have been levied on the Facility if the Facility had been classified as fully taxable as of the date of transfer or loss of eligibility of all or a portion of the exemption described herein or date of termination.
Transfer of Facility. In the event that the Agency's leasehold interest in the Facility is terminated or surrendered by the Agency to the Company (the lease/leaseback agreements are terminated), and the Company is ineligible for a continued tax exemption under some other tax incentive program, or the exemption results in a payment to the Affected Tax Jurisdictions in excess of the payment described in Section I herein, or this Tax Agreement terminates and the property is not timely transferred back to the Company, the Company agrees to make a payment in lieu of taxes no later than the next tax lien date (plus any applicable grace period), to each of the Affected Tax Jurisdictions, in an amount equal to the Real Property Taxes which would have been levied on the Facility if the Facility had been classified as fully taxable as of the date of transfer or loss of eligibility of all or a portion of the exemption described herein or date of termination, until the following tax due date, at which time the Facility would be classified as taxable and would have become obligated to pay Real Property Taxes as they come due.
Transfer of Facility. 3.1 In the event that the Facility is transferred from the Agency to the Company (the Lease Agreement and Leaseback Agreement are terminated, and herein, a “Transfer”), and the Company is ineligible for a continued tax exemption under some other tax incentive program, or the exemption results in a payment to the Affected Tax Jurisdictions in excess of the payment described in Section I herein, or this Agreement terminates and the property is not timely transferred back to the Company, the provisions of RPTL Sections 302 and 520 shall be deemed to apply, and the Company agrees to pay to each of the Affected Tax Jurisdictions no later than
(i) the next tax levy date (plus any applicable grace period), or (ii) the date required pursuant to any invoice issued pursuant to RPTL Section 520, an amount equal to the taxes and assessments which would have been levied on the Facility if the Facility had been classified as fully taxable as of the date of transfer, or loss of eligibility of all or a portion of the exemption described herein or date of termination.
Transfer of Facility. In the event that the Lease Agreement is terminated, and the Company is ineligible for a continued tax exemption under some other tax incentive program, or the exemption results in a payment to the Affected Tax Jurisdictions in excess of the payment described in Section I herein, or this Agreement terminates and the property is not timely transferred back to the Company, the Company agrees to pay no later than the next tax lien date (plus any applicable grace period), to each of the Affected Tax Jurisdictions, an amount equal to the taxes and assessments which would have been levied on the Facility (taking into account any Total PILOT Payment previously made by the Company for the applicable PILOT year) if the Facility had been classified as fully taxable as of the date of transfer or loss of eligibility of all or a portion of the exemption described herein or date of termination.
Transfer of Facility. 5.1 Transfer or Sale of Facility
a. During the term of this Agreement, if the Authority voluntarily decides to sell or transfer all or a part of the Authority’s facilities, the Authority will notify the Union 120 days in advance, unless a shorter period of time is required by the legislature, of the prospective transfer and discuss with the Union the ramifications to Authority Ambassadors represented by the Union of the prospective transfer.
b. The Authority will also notify all prospective owners of the terms and conditions of this Agreement. In the event that the prospective purchaser or transferee intends to use the transferred or conveyed facility or part of any facility for similar uses as now exists, the Authority shall make as a condition of the transfer a requirement that the prospective owner be responsible for making adequate provisions to ensure payment for accrued wages and all other accrued economic fringe benefits as of the date of transfer.
Transfer of Facility. Any direct or indirect assignment, sale, conveyance, lease, or other transfer by Generator of the Facility, any Unit or Generator's direct or indirect 388 owner thereof, whether by operation of law or otherwise, shall be null and void unless, with Pepco's prior written consent, which shall not be unreasonably withheld or delayed, the transferee of the Facility or such Unit assumes in writing all of Generator's right, title and interest in and to this Agreement, and all of Generator's rights, interests, duties and obligations hereunder.
Transfer of Facility. (a) On the Transfer Date, the Concessionaire shall, transfer and assign to the Authority or its nominated agency, as the case may be, free and clear of any charges, liens and Encumbrances created or suffered by the Concessionaire after the Compliance Date all of the Concessionaire’s right, title and interest in and to the Project Assets and the Facility. The Concessionaire shall also deliver to the Authority or its nominated agency on such date such operating manuals if any, plans, reports, accounts and other information as may reasonably be required by the Authority or its nominated agency to enable it to continue the operation of the Facility either directly or by its nominated agency. The personnel of the Concessionaire shall continue to be the employees of the Concessionaire and the transfer of the Project Assets and the Facility shall not in any manner affect their status as employees of the Concessionaire and they shall have no claim to any type of employment or compensation from the Authority or its nominated agency.
(b) The Concessionaire shall to the extent possible assign to the Authority or its nominated agency at the time of transfer all unexpired guarantees and warranties by suppliers and all insurance policies. The Concessionaire shall ensure that any rights, which are to be so assigned, are capable of assignment and such assignment has been approved under the terms of the relevant contract by the counterpart to the Concessionaire.
(c) The Concessionaire shall, to the extent possible at the time of transfer assign to the Authority or its nominated agency all contracts, equipment contracts, supply contracts and all other contracts relating to the Project entered into by the Concessionaire and subsisting at the time of transfer except contracts with employees.
(d) The transfer of Facility shall be treated as a transfer on a going-concern basis. The transfer of immovable property comprising the Project shall be deemed to be a termination of all contracts in relation to the Facility and the title to all such immovable property shall automatically revert to the Authority or its nominated agency. The Facility shall be deemed to be transferred to the Authority or its nominated agency by constructive delivery and possession.
(e) At the time of transfer of the Facility, the Facility shall be in such condition as is reasonable in all the circumstances, taking into account their age, the design, materials used, and maintenance carried out.
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Transfer of Facility. In the event that the Facility is transferred from the Agency to the Company (the lease/leaseback agreements are terminated in accordance with their terms), and the Company is ineligible for a continued tax exemption under some other tax incentive program, or the subsequent exemption it receives results in a payment to the Affected Tax Jurisdictions in excess of the payment described in Section 1 herein, or this Tax Agreement terminates and the property is not timely transferred back to the Company, the Company agrees to pay no later than the next tax lien date (plus any applicable grace period), to each of the Affected Tax Jurisdictions, an amount equal to the taxes and assessments which would have been levied on the Facility if the Facility had been classified as fully taxable as of the date of transfer or loss of eligibility of all or a portion of the exemption described herein or date of termination, or such increased tax amount under the alternative exemption that is in excess of the payment described in Section 1 as of the date of transfer or loss of eligibility of all or a portion of the exemption described herein or date of termination.